Sec Form 4 Filing - Johnson Susan S @ SUNTRUST BANKS INC - 2016-07-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Johnson Susan S
2. Issuer Name and Ticker or Trading Symbol
SUNTRUST BANKS INC [ STI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Corporate Executive Vice Pres
(Last) (First) (Middle)
303 PEACHTREE STREET, NE
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2016
(Street)
ATLANTA, GA30308
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/26/2016 S 1,118 D $ 42.4 1,119.478 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock ( 2 ) ( 2 ) 08/12/2014 08/12/2024 Common Stock 2,279 2,279 D
Phantom Stock ( 2 ) ( 2 ) 08/12/2016 08/12/2024 Common Stock 2,279 2,279 D
Phantom Stock ( 3 ) 02/10/2017 ( 3 ) Common Stock 1,099 1,099 D
Phantom Stock ( 3 ) 02/10/2018 ( 3 ) Common Stock 1,098 1,098 D
Phantom Stock ( 1 ) ( 1 ) 02/09/2017 02/09/2017 Common Stock 1,221 1,221 D
Phantom Stock ( 1 ) ( 1 ) 02/09/2018 02/09/2018 Common Stock 1,221 1,221 D
Phantom Stock ( 1 ) ( 1 ) 02/09/2019 02/09/2019 Common Stock 1,222 1,222 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Susan S
303 PEACHTREE STREET, NE
ATLANTA, GA30308
Corporate Executive Vice Pres
Signatures
David Wisniewski, Attorney-in-Fact for Susan S. Johnson 07/27/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents time-vested restricted stock units granted on February 9, 2016 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
( 2 )Represents time-vested phantom stock granted on August 12, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. the plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding privisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.
( 3 )Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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